Transfer and Reassignment An academic staff member may, by agreement between the member and the University, be assigned to a new academic unit (Article 13.
Position and Title 2.1 The Company on behalf of itself and its affiliates and subsidiaries hereby employs Employee as Chief Financial Officer, and Employee hereby accepts such employment.
2.2 Employee shall devote substantially all of his efforts on a full time basis to the business and affairs of the Company and shall not engage in any business or perform any services in any capacity whatsoever adverse to the interests of the Company.
2.3 Employee shall at all times faithfully, industriously, and to the best of his ability, experience, and talents, perform all of the duties of his position.
RISK AND TITLE (a) Risk of damage to or loss of the Goods shall pass to the Customer at the time when:
i) in the case of Goods to be delivered otherwise than at the Company’s premises, at the time of delivery or, if the Customer fails to take delivery of the Goods in accordance with the terms of the Contract, the time when the Company tenders delivery of the Goods; or
ii) the Company notifies the Customer that the Goods are available for collection.
(b) Notwithstanding risk in the Goods passing in accordance with Term (7)(a) above, legal and equitable title in the Goods shall not pass to the Customer until payment in full in cleared funds is received by the Company for the Goods and no other amounts are outstanding from the Customer to the Company.
(c) Until title to the Goods has passed to the Customer, the Customer shall:
i) hold the Goods on a fiduciary basis as the Company’s bailee;
ii) store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the Company’s property;
iii) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
iv) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery;
v) notify the Company immediately if it becomes subject to insolvency proceedings, ceases or threatens to cease to carry on its business or is the subject of any enforcement action by a creditor (including the presentation of a petition for bankruptcy); and
vi) give the Company such information relating to the Goods as the Company may require from time to time, however, the Customer may use the Goods in the ordinary course of its business.
(d) The Company is irrevocably authorised at any time to enter the Customer’s premises or any alternative location where the Goods are stored for the purpose of repossessing, removing and if necessary dismantling such Goods for the purposes of removal.
(e) The Company’s rights set out in this Term (7) shall survive any termination of the Contract.
Ownership and Title Motorola, its licensors, and its suppliers retain all of their proprietary rights in any form in and to the Software and Documentation, including, but not limited to, all rights in patents, patent applications, inventions, copyrights, trademarks, trade secrets, trade names, and other proprietary rights in or relating to the Software and Documentation (including any corrections, bug fixes, enhancements, updates, modifications, adaptations, translations, de-compilations, disassemblies, emulations to or derivative works from the Software or Documentation, whether made by Motorola or another party, or any improvements that result from Motorola’s processes or, provision of information services). No rights are granted to Licensee under this Agreement by implication, estoppel or otherwise, except for those rights which are expressly granted to Licensee in this Agreement. All intellectual property developed, originated, or prepared by Motorola in connection with providing the Software, Designated Products, Documentation or related services, remains vested exclusively in Motorola, and Licensee will not have any shared development or other intellectual property rights.
DELIVERY AND TITLE A. The place of delivery for all Products sold pursuant to this Agreement shall be FOB Plant. Buyer and Buyer’s agents shall be given access to Seller’s Plant in a manner and at all times reasonably necessary and convenient for Buyer to take delivery as provided herein. Buyer shall schedule the loading and shipping of all outbound Products purchased hereunder which is shipped by rail. All labor and equipment necessary to load rail cars shall be supplied by Seller without charge to Buyer. Seller agrees to handle all Products in a good and workmanlike manner in accordance with Buyer’s reasonable requirements and in accordance with normal industry practice. Seller shall maintain the rail loading facilities in safe operating condition in accordance with normal industry standards.
B. Seller shall be responsible at all times for the quantity, quality and condition of any Products in storage at the Plant. Seller shall not be responsible for the quantity, quality and condition of any of Products stored by Buyer at locations other than the Plant.
C. Buyer shall give to Seller a schedule of quantities of the Products to be removed by rail with sufficient advance notice reasonably to allow Seller to provide the required services. Seller shall provide the labor, equipment and facilities necessary to meet Buyer’s loading schedule and, except for any consequential or indirect damages, shall be responsible for Buyer’s actual costs or damages resulting from Seller’s failure to do so. Buyer shall order and supply rail cars as scheduled for rail shipments. All freight charges shall be the responsibility of Buyer and shall be billed directly to Buyer.
D. Buyer shall provide loading orders as necessary to permit Seller to maintain Seller’s usual production schedule, provided, however, that Buyer shall not be responsible for failure to schedule removal of the DDGS unless Seller shall have provided to Buyer production schedules as follows: Five (5) days prior to the beginning of each calendar month during the term hereof, Seller shall provide to Buyer a tentative schedule for production in the next calendar month which is to be shipped by railcar. Seller shall inform Buyer daily of inventory and production status. For purposes of this paragraph, notification will be sufficient if made by e-mail or facsimile as follows: If to Buyer, to the attention of Xxxxx Xxxxxxx, Facsimile number 000-000-0000 or email to xxxxxxxx@xxx-xxxxx.xxx, and If to Seller, to the attention of Xxxxx Xxxxxx, Facsimile number 000-000-0000 or email to xxxxx.xxxxxx@xxxxxxxxxxxxxxxxxxxxxxxxx.xxx, Or to such other representatives of Buyer and Seller as they may designate to the other in writing.
E. Title, risk of loss and full shipping responsibility shall pass to Buyer upon loading the DDGS into rail cars and delivering to Buyer of the xxxx of lading for each such shipment.
Transfer and Ownership of Warrants (a) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon: (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” (together with a declaration for removal of U.S. Legend or opinion of counsel, if required by Section 2.8(a)); (b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; (c) in the case of DRS Advices, in accordance with the procedures prescribed by the Warrant Agent; and (d) upon compliance with:
(i) the conditions herein;
(ii) such reasonable requirements as the Warrant Agent may prescribe; and
(iii) all applicable securities legislation and requirements of regulatory authorities; and, in the case of (a) or (c) above, such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee a Warrant Certificate or DRS Advice, as applicable. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent.
(b) If a Warrant Certificate tendered for transfer bears the U.S. Legend set forth in Section 2.8(a), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: (A) the transfer is made to the Corporation; (B) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S, and is in compliance with applicable local laws and regulations, and the transferor delivers to the Warrant Agent and the Corporation a declaration substantially in the form set forth in Schedule “C” to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act (which may, without limitation, include an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation) as the Corporation may reasonably require; (C) the transfer is made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder, if available, and in each case in accordance with any applicable state securities or “blue sky” laws; (D) the transfer is in compliance with another exemption from registration under the U.S. Securities Act and applicable state securities laws; or (E) the transfer is made pursuant to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii) or 2.12(b)(D) furnished to the Warrant Agent and the Corporation an opinion of counsel or other evidence in form and substance reasonably satisfactory to the Corporation to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive an opinion of counsel, of recognized standing, or other evidence reasonably satisfactory to the Corporation in form and substance, to the effect that the U.S. Legend set forth in subsection 2.8(a) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend set forth in Section 2.8(a).
(c) Subject to the provisions of this Indenture, Applicable Legislation and applicable law, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants, and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.
Transfer and Encumbrance The L-C shall also provide that Landlord may, at any time and without notice to Tenant and without first obtaining Tenant’s consent thereto, transfer (one or more times) all or any portion of its interest in and to the L-C to another party, person or entity, regardless of whether or not such transfer is from or as a part of the assignment by Landlord of its rights and interests in and to this Lease. In the event of a transfer of Landlord’s interest in under this Lease, Landlord shall transfer the L-C, in whole or in part, to the transferee and thereupon Landlord shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of the whole of said L-C to a new landlord. In connection with any such transfer of the L-C by Landlord, Tenant shall, at Tenant’s sole cost and expense, execute and submit to the Bank such applications, documents and instruments as may be necessary to effectuate such transfer and, Tenant shall be responsible for paying the Bank’s transfer and processing fees in connection therewith; provided that, Landlord shall have the right (in its sole discretion), but not the obligation, to pay such fees on behalf of Tenant, in which case Tenant shall reimburse Landlord within ten (10) days after Tenant’s receipt of an invoice from Landlord therefor.
TRANSFER AND SUB-CONTRACTING 31.1 This Framework Agreement is personal to the Supplier and the Supplier shall not assign, novate or otherwise dispose of or create any trust in relation to any or all rights and obligations under this Framework Agreement or any part thereof without the Approval.
31.2 Notwithstanding the provisions of Clause 31.1 above, the Supplier shall be entitled to Sub-Contract its obligations to supply the Services to those Sub-Contractors listed in Framework Agreement Schedule 2 (Sub-Contractors). The Supplier shall ensure that terms are included in any Sub-Contract permitted under this Framework Agreement which:
31.2.1 require the Supplier to pay any undisputed sum due to the relevant Sub-Contractor within a specified period that does not exceed thirty (30) calendar days from the date the Supplier receives the Sub-Contractor's invoice; and
31.2.2 prohibit the Sub-Contractor from further sub-contracting any element of the service provided to the Supplier without Approval.
31.3 The Supplier shall not substitute or remove a Sub-Contractor or appoint an additional sub-contractor without Approval, such Approval not be unreasonably withheld or delayed. Such consent shall not constitute approval or endorsement of such substitute or additional sub-contractor and the Supplier shall remain responsible for the provision of the Ordered Services at all times.
31.4 The Authority may require the Supplier to terminate a Sub-Contract where it considers that:
31.4.1 the Sub-Contractor may prejudice the provision of the Services or may be acting contrary to the interests of the Authority;
31.4.2 the Sub-Contractor is considered to be unreliable and/or has not provided reasonable services to its other customers; and/or
31.4.3 the Sub-Contractor employs unfit persons;
31.5 In the event that the Authority exercises its right pursuant to Clause 31.4 above, the Supplier shall remain responsible for maintaining the provision of the Services.
31.6 Despite any permitted Sub-Contract pursuant to this Clause 31, the Supplier at all times shall remain responsible for all acts and omissions of its Sub-Contractors and the acts and omissions of those employed or engaged by the Sub-Contractors as if they were its own. An obligation on the Supplier to do, or refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that its employees, staff, agents and the Sub-Contractors', employees, staff and agents also do, or refrain from doing, such act or thing.
31.7 The Authority shall be entitled to:
31.7.1 assign, novate or otherwise dispose of its rights and obligations under this Framework Agreement or any part thereof to any Other Contracting Body; or
31.7.2 novate, transfer or otherwise dispose of its rights and obligations under this Framework Agreement to any other body (including any private sector body) which substantially performs any of the functions that previously had been performed by the Authority.
31.8 The Supplier shall enter into such agreement and/or deed as the Authority shall reasonably require so as to give effect to any assignment, novation, transfer or disposal made pursuant to Clause 31.7 above.
Clear Title Seller owns good and marketable title in and to the Asset.
OWNERSHIP TITLE The Licensed Software is the proprietary property of Symantec or its licensors and is protected by copyright law. Symantec and its licensors retain any and all rights, title and interest in and to the Licensed Software, including in all copies, improvements, enhancements, modifications and derivative works of the Licensed Software. Your rights to use the Licensed Software shall be limited to those expressly granted in this License Agreement. All rights not expressly granted to You are retained by Symantec and/or its licensors.
